Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 32 contracts

Samples: Investors’ Rights Agreement (ForgeRock, Inc.), Investors’ Rights Agreement (Nalu Medical, Inc.), Investors’ Rights Agreement (ForgeRock, Inc.)

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Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), and (y):

Appears in 22 contracts

Samples: Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities (a “Holder”) by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.83. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until until: (i) such Holder has complied with the transferee thereof has agreed in writing provisions of Section 3.2, except for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this transfers permitted under Section 2.8 and Section 2.10, and:3.1(b);

Appears in 12 contracts

Samples: Forelinx Investors’ Rights Agreement, Investors’ Rights Agreement, Investors’ Rights Agreement

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, anduntil:

Appears in 10 contracts

Samples: Investors’ Rights Agreement (Edgewise Therapeutics, Inc.), Investors’ Rights Agreement (Silverback Therapeutics, Inc.), Investors’ Rights Agreement

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10; provided that the Company will not require any transferee of shares pursuant to an effective registration statement or, and:following the Initial Public Offering, Rule 144, to be bound by the terms of this Agreement, and (y):

Appears in 5 contracts

Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)

Restrictions on Transfer. (a) The holder Each Holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), and (y):

Appears in 4 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:and (y):

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Mulesoft, Inc), Investors’ Rights Agreement (Mulesoft, Inc), Rights Agreement (Adamas Pharmaceuticals Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Recursion Pharmaceuticals, Inc.), ’ Rights Agreement, Investors’ Rights Agreement (Appdynamics Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Company Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder Securityholder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted such Company Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Company Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 3 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Maxygen Inc), Investors’ Rights Agreement (Maxygen Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.102.10 (provided that this Section 2.8(a) shall not apply to any Pivotal Permitted Transfer unless there is a change in the registered holder of Registrable Securities pursuant to such Pivotal Permitted Transfer), and:

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Eargo, Inc.), Investors’ Rights Agreement (Eargo, Inc.), Investors’ Rights Agreement (Eargo, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and:

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Annexon, Inc.), Investors’ Rights Agreement (Annexon, Inc.), Investor Rights Agreement (ShockWave Medical, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, andunless:

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Merriman Curhan Ford Group, Inc.), Investors’ Rights Agreement (Unterberg Thomas I), ’ Rights Agreement (Merriman Curhan Ford Group, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.102.8, and:

Appears in 3 contracts

Samples: Investors’ Rights Agreement (GP Investments Acquisition Corp.), Assignment Agreement (Rimini Street, Inc.), Assignment Agreement (Rimini Street, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.102.10 (provided, and:however, that the Target Related Persons shall only be subject to Sections 2.8, 2.9, 3.1(a), 3.2, 3.11 and 5) and (y):

Appears in 2 contracts

Samples: Rights Agreement (Pubmatic, Inc.), Rights Agreement (Pubmatic, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), or (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Doximity, Inc.), Investors’ Rights Agreement (Doximity, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.10. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.10 and Section 2.102.13, and:except for transfers permitted under Section 2.10(b), and (y):

Appears in 2 contracts

Samples: Rights Agreement (BioCardia, Inc.), Rights Agreement (BioCardia, Inc.)

Restrictions on Transfer. (a) The holder Stockholder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.7. Each Holder agrees The Stockholders agree not to make any sale, assignment, transfer, pledge or other disposition (a “Transfer”) of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, andunless:

Appears in 2 contracts

Samples: Stockholders Rights Agreement, Stockholders Rights Agreement (WPP PLC)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under 2.8(b), and (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until until, subject to any restrictions imposed by applicable law and by the Amended and Restated Articles of Association of the Company (the “Restated Articles”), (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), and (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Ambarella Inc)

Restrictions on Transfer. (a) The holder Holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.88. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Registrable Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, anduntil:

Appears in 2 contracts

Samples: Registration Rights Agreement (Realpage Inc), Registration Rights Agreement (Realpage Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b):

Appears in 2 contracts

Samples: Investor Rights Agreement (Phunware, Inc.), Investor Rights Agreement (Stellar Acquisition III Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.2. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.2 and Section 2.102.3, and:

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Blockstack Inc.), Investors’ Rights Agreement (Blockstack Token LLC)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to shall comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.102.10 hereof, and:

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Allakos Inc.), Investors’ Rights Agreement (Allakos Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 2 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Unity Biotechnology, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section SECTION 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, andunless:

Appears in 2 contracts

Samples: Rights Agreement (Merriman Curhan Ford Group, Inc.), Rights Agreement (Merriman Curhan Ford Group, Inc.)

Restrictions on Transfer. (a) The holder Holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:and (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Aura Biosciences, Inc.), Investors’ Rights Agreement (Foundation Medicine, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.102.11, and:

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Surrozen, Inc./De), Business Combination Agreement (Consonance-HFW Acquisition Corp.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof and/or retention thereof, agrees to comply in all respects with the provisions of this Section 2.82.6. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.6 and Section 2.10, and:2.7.

Appears in 2 contracts

Samples: Registration Rights Agreement (Global Eagle Entertainment Inc.), Interest Purchase Agreement (Global Eagle Entertainment Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities Securities, by acceptance thereof of ownership thereof, agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Applied Molecular Transport LLC), Investors’ Rights Agreement (Satsuma Pharmaceuticals, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.7. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and 2.7, except for transfers permitted under Section 2.10, and:2.8(b):

Appears in 2 contracts

Samples: Registration Rights Agreement (Q Comm International Inc), Registration Rights Agreement (Q Comm International Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:2.10 (except that this Section 2.8(a)(x) will not apply (A) to dispositions pursuant to an effective registration statement under the Securities Act covering such disposition in accordance with such registration statement and (B) to sales pursuant to Rule 144) and (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement (eASIC Corp), Investors’ Rights Agreement (eASIC Corp)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder and Common Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), and (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Asante Solutions, Inc.), Investors’ Rights Agreement (Asante Solutions, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Specified Securities by acceptance thereof agrees to comply in all material respects with the provisions of this Section 2.82.1. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Specified Securities, or any beneficial interest therein, except in the case of a transfer by a Holder to its Affiliates, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Specified Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:2.1 or (y):

Appears in 2 contracts

Samples: Investors’ Rights Agreement (SEAVI Advent Equity v (A)), Investors’ Rights Agreement (Sinocom Pharmaceutical, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Preferred Stock or Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder such holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 2 contracts

Samples: Voting Agreement (Juno Therapeutics, Inc.), Voting Agreement (Juno Therapeutics, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.11. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Registrable Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Registrable Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.11 and Section 2.102.16, and:

Appears in 2 contracts

Samples: Rights Agreement, Rights Agreement (A10 Networks, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.9. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.9 and Section 2.102.11, and:except for transfers permitted under Section 2.9(b), and (y):

Appears in 2 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Sonos Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.6. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.6 and Section 2.102.7, and:

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cancer Prevention Pharmaceuticals, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.81.17. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, anduntil:

Appears in 1 contract

Samples: Investors' Rights Agreement (International Food & Wine Consultants, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable the Restricted Securities (the “Restricted Holder”) by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.1. Each The Restricted Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2 and Section 2.104, and:

Appears in 1 contract

Samples: Stockholders’ Agreement (Ibotta, Inc.)

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Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:2.10 and (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Ritter Pharmaceuticals Inc)

Restrictions on Transfer. (a) The Each Holder and the holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the such Holder’s Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:(y) except for transfers permitted under Section 2.8(b), the Right of First Refusal in the Company’s Bylaws has been complied with and (z):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Solazyme Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:; except for transfers permitted under Section 2.8(b):

Appears in 1 contract

Samples: Investor Rights Agreement (Oyster Point Pharma, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.83. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 3 and Section 2.101.13, and:except for transfers permitted under Section 3(b), and (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Bioform Medical Inc)

Restrictions on Transfer. (a) The holder Holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:and (y):

Appears in 1 contract

Samples: Rights Agreement (American Well Corp)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.9. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.9 and Section 2.102.11, and:

Appears in 1 contract

Samples: Rights Agreement (Kinemed Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.8, except for transfers permitted under Section 2.8(b), and Section 2.10, and:(y):

Appears in 1 contract

Samples: Investor Rights Agreement (Luna Innovations Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof and/or retention thereof, agrees to comply in all respects with the provisions of this Section 2.82.7. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.7 and Section 2.10, and:2.9.

Appears in 1 contract

Samples: Registration Rights Agreement (Limbach Holdings, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.88. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Registrable Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, anduntil:

Appears in 1 contract

Samples: Registration Rights Agreement (Realpage Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, except for transfers permitted under Section 2.8(b), unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:2.10 or (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Elevate Credit, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Registerable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), and (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Zscaler, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.7. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.7 and Section 2.102.9, and:except for transfers permitted under Section 2.7(b), or (y):

Appears in 1 contract

Samples: Registration Rights Agreement (Viking Therapeutics, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:and (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Raindance Technologies Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.7. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, anduntil:

Appears in 1 contract

Samples: Rights Agreement (COPsync, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b):

Appears in 1 contract

Samples: ' Rights Agreement (Accuray Inc)

Restrictions on Transfer. (a) The In addition to any other restrictions on transfer that a holder of a certificate representing Registrable Securities may be bound by, the holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

Appears in 1 contract

Samples: Investor Rights Agreement (Clovis Oncology, Inc.)

Restrictions on Transfer. (a) The Each holder of each certificate representing Registrable Securities Company securities party to this Agreement (each, a “Securityholder”), by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder Securityholder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted SecuritiesCompany securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:except for transfers permitted under Section 2.8(b), and (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:, except for transfers permitted under Section 2.8(b), (y):

Appears in 1 contract

Samples: Investors’ Rights Agreement (Extend Health Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until until, (x) other than in connection with sales pursuant to an effective registration statement or sales or transfers pursuant to Rule 144, the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:, (y) except with respect to permitted transfers under Section 2.8(b):

Appears in 1 contract

Samples: Investors’ Rights Agreement (U.S. Auto Parts Network, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. 2.8 Each Holder Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, 2.10 and:

Appears in 1 contract

Samples: Investors’ Rights Agreement (Experience Investment Corp.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.102.10 and (y), and:except for transfers permitted under Section 2.8(b):

Appears in 1 contract

Samples: Investor Rights Agreement (Kythera Biopharmaceuticals Inc)

Restrictions on Transfer. (a1) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82(h). Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, anduntil:

Appears in 1 contract

Samples: Registration Rights Agreement (Etsy Inc)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8Subsection 2.9. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 Subsection 2.9 and Section 2.10Subsection 2.11, and:

Appears in 1 contract

Samples: Investors’ Rights Agreement (Helios & Matheson Analytics Inc.)

Restrictions on Transfer. (a) The In addition to any other restrictions set forth in this Agreement, the holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.85.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 5.8 and Section 2.105.10, and:

Appears in 1 contract

Samples: Stockholders’ Agreement (StreetShares, Inc.)

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.82.6. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 2.6 and Section 2.102.8, and:

Appears in 1 contract

Samples: Investor Rights Agreement (Paragon 28, Inc.)

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